Exhibit 4.2



                                                               EXECUTION COPY



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                     AMENDED AND RESTATED TRUST AGREEMENT

                                    between

                      CITIGROUP VEHICLE SECURITIES INC.,
                                 as Depositor,


                                      and


                           WILMINGTON TRUST COMPANY,
                               as Owner Trustee


                           Dated as of June 1, 2004










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                               TABLE OF CONTENTS


                                   ARTICLE I

                                  DEFINITIONS

Section 1.01.   Capitalized Terms............................................1
Section 1.02.   Other Definitional Provisions................................4

                                  ARTICLE II

                                 ORGANIZATION

Section 2.01.   Name.........................................................5
Section 2.02.   Office.......................................................5
Section 2.03.   Purposes and Powers..........................................5
Section 2.04.   Appointment of Owner Trustee.................................6
Section 2.05.   Initial Capital Contribution of Trust Estate.................6
Section 2.06.   Declaration of Trust.........................................6
Section 2.07.   Liability of the Holders.....................................6
Section 2.08.   Title to Trust Property......................................7
Section 2.09.   Situs of Trust...............................................7
Section 2.10.   Representations, Warranties and Covenants of
                the Depositor................................................7
Section 2.11.   Federal Income Tax Allocations...............................8

                                  ARTICLE III

                    CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.   Initial Ownership............................................8
Section 3.02.   The Certificates.............................................8
Section 3.03.   Execution, Authentication and Delivery of Certificates.......9
Section 3.04.   Registration of Transfer and Exchange of Certificates........9
Section 3.05.   Mutilated, Destroyed, Lost or Stolen Certificates...........12
Section 3.06.   Persons Deemed Owners.......................................12
Section 3.07.   Access to List of Certificateholders' Names and
                Addresses...................................................12
Section 3.08.   Maintenance of Office or Agency.............................13
Section 3.09.   Appointment of Paying Agent.................................13
Section 3.10.   Definitive Certificates.....................................13

                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

Section 4.01.   Prior Notice with Respect to Certain Matters................14
Section 4.02.   Action by Certificateholders with Respect
                to Certain Matters..........................................15
Section 4.03.   Action by Certificateholders with Respect
                to Bankruptcy...............................................16



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Section 4.04.   Restrictions on Certificateholders' Power...................16
Section 4.05.   Majority Control............................................16

                                   ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.   Establishment of Trust Account..............................16
Section 5.02.   Application of Trust Funds..................................17
Section 5.03.   Method of Payment...........................................17
Section 5.04.   [Reserved]..................................................18
Section 5.05.   Accounting and Reports to Certificateholders,
                the Internal Revenue Service and Others.....................18
Section 5.06.   Signature on Returns; Tax Matters Partner...................18

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.   General Authority...........................................18
Section 6.02.   General Duties..............................................18
Section 6.03.   Action upon Instruction.....................................19
Section 6.04.   No Duties Except as Specified in this Agreement
                or in Instructions..........................................20
Section 6.05.   No Action Except Under Specified Documents
                or Instructions.............................................20
Section 6.06.   Restrictions................................................20

                                  ARTICLE VII

                         CONCERNING THE OWNER TRUSTEE

Section 7.01.   Acceptance of Trusts and Duties.............................21
Section 7.02.   Furnishing of Documents.....................................22
Section 7.03.   Representations and Warranties..............................22
Section 7.04.   Reliance; Advice of Counsel.................................23
Section 7.05.   Not Acting in Individual Capacity...........................23
Section 7.06.   Owner Trustee Not Liable for Certificates
                or for Receivables..........................................23
Section 7.07.   Owner Trustee May Own Certificates and Notes................24
Section 7.08.   Doing Business in Other Jurisdictions.......................24
Section 7.09.   Paying Agent; Authenticating Agent..........................24

                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

Section 8.01.   Owner Trustee's Fees and Expenses...........................25
Section 8.02.   Indemnification.............................................25
Section 8.03.   Payments to the Owner Trustee...............................25


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                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

Section 9.01.   Termination of Trust Agreement..............................26

                                   ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01.  Eligibility Requirements for Owner Trustee..................27
Section 10.02.  Resignation or Removal of Owner Trustee.....................27
Section 10.03.  Successor Owner Trustee.....................................28
Section 10.04.  Merger or Consolidation of Owner Trustee....................28
Section 10.05.  Appointment of Co-Trustee or Separate Trustee...............29

                                  ARTICLE XI

                                 MISCELLANEOUS

Section 11.01.  Supplements and Amendments..................................30
Section 11.02.  No Legal Title to Trust Estate in Certificateholders........31
Section 11.03.  Limitations on Rights of Others.............................32
Section 11.04.  Notices.....................................................32
Section 11.05.  Severability................................................32
Section 11.06.  Separate Counterparts.......................................32
Section 11.07.  Successors and Assigns......................................32
Section 11.08.  [Reserved]..................................................33
Section 11.09.  No Petition.................................................33
Section 11.10.  No Recourse.................................................33
Section 11.11.  Headings....................................................33
Section 11.12.  GOVERNING LAW...............................................33
Section 11.13.  Acceptance of Terms of Agreement............................33

Exhibit A       Form of Certificate........................................A-1
Exhibit B       Form of Certificate of Trust...............................B-1
Exhibit C       Form of Transferor Certificate.............................C-1
Exhibit D       Form of Investment Letter..................................D-1



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         This AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 1, 2004,
is between CITIGROUP VEHICLE SECURITIES INC., a Delaware corporation, as
depositor (the "Depositor"), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as owner trustee (the "Owner Trustee").

         WHEREAS, the Owner Trustee and the Depositor entered into a Trust
Agreement dated as of May 28, 2004 (the "Original Trust Agreement"); and

         WHEREAS, the Original Trust Agreement is being amended and restated
as of June 1, 2004;

         NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree as
follows:

                                   ARTICLE I

                                  DEFINITIONS

         Section 1.01     Capitalized Terms.  For all purposes of this
Agreement, the following terms shall have the meanings set forth below:

         "Administration Agreement" shall mean the Administration Agreement
dated as of June 1, 2004, among the Trust, Fifth Third (Ohio), as
Administrator, and The Bank of New York, as Indenture Trustee, as the same may
be amended, supplemented or otherwise modified from time to time.

         "Administrator" shall mean Fifth Third (Ohio), and each successor to
Fifth Third (Ohio) (in the same capacity) pursuant to the Administration
Agreement.

         "Agreement" shall mean this Amended and Restated Trust Agreement, as
the same may be amended, supplemented or otherwise modified from time to time.

         "Bankruptcy Remote Party" means any of the Depositor, the Seller, the
Issuer or any special purpose entity created by either the Depositor or the
Seller for one or more Financings.

         "Banks" means Fifth Third (Ohio), Fifth Third (Michigan), their
respective affiliates and their respective predecessors in interest.

         "Benefit Plan" shall have the meaning assigned to such term in
Section 3.04.

         "Certificate Distribution Account" shall have the meaning assigned to
such term in Section 5.01.

         "Certificate of Trust" shall mean the Certificate of Trust
substantially in the form of Exhibit B filed for the Trust pursuant to Section
3810(a) of the Statutory Trust Statute.

         "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned in and the registrar appointed pursuant to Section 3.04.



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         "Certificateholder" or "Holder" shall mean a Person in whose name a
Certificate is registered, and shall initially be the Seller.

         "Certificate" shall mean a certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form
attached hereto as Exhibit A.

         "Class A-1 Notes" shall mean the 1.3975% Asset Backed Notes, Class
A-1, issued pursuant to the Indenture.

         "Class A-2 Notes" shall mean the 2.42% Asset Backed Notes, Class A-2,
issued pursuant to the Indenture.

         "Class A-3 Notes" shall mean the 3.19% Asset Backed Notes, Class A-3,
issued pursuant to the Indenture.

         "Class A-4 Notes" shall mean the 3.70% Asset Backed Notes, Class A-4,
issued pursuant to the Indenture.

         "Class B Notes" shall mean the 3.61% Asset Backed Notes, Class B,
issued pursuant to the Indenture.

         "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder.

         "Corporate Trust Office" shall mean, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration, or at such other
address in the State of Delaware as the Owner Trustee may designate by notice
to the Certificateholders and the Depositor, or the principal corporate trust
office of any successor Owner Trustee at the address (which shall be in the
State of Delaware) designated by such successor Owner Trustee by notice to the
Certificateholders and the Depositor.

         "Depositor" shall mean Citigroup Vehicle Securities Inc., and its
successors, in its capacity as depositor hereunder.

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

         "Expenses" shall have the meaning assigned to such term in Section
8.02.

         "Fifth Third (Michigan)" means Fifth Third Bank, a Michigan banking
corporation, and its successors and assigns.

         "Fifth Third (Ohio)" shall mean Fifth Third Bank, an Ohio banking
corporation, and its successors and assigns.




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         "Financing" means any asset securitization, secured loan or similar
financing transaction undertaken by the Depositor or the Seller, any
subsidiary of the Depositor or the Seller or any trust created by either the
Depositor or the Seller.

         "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02.

         "Indenture" shall mean the Indenture, dated as of June 1, 2004
between the Trust and The Bank of New York, as Indenture Trustee, as the same
may be amended, supplemented or otherwise modified from time to time.

         "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes and the Class B Notes.

         "Owner Trustee" shall mean Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as owner
trustee under this Agreement, and any successor Owner Trustee hereunder.

         "Paying Agent" shall mean any paying agent or co-paying agent
appointed pursuant to Section 3.09 and shall initially be The Bank of New
York.

         "Percentage Interest" means, as to any Certificate, the percentage
interest, specified on the face thereof, in the distributions on the
Certificates pursuant to this Agreement.

         "Person" shall mean any individual, corporation, estate, partnership,
limited liability company, joint venture, association, joint stock company,
trust or statutory trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.

         "Record Date" shall mean, with respect to any Distribution Date, the
last day of the month preceding such Distribution Date.

         "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of June 1, 2004, among the Trust, as issuer, the Depositor,
Fifth Third Auto Funding LLC, as seller, Fifth Third (Ohio), as servicer,
custodian and administrator, and The Bank of New York, as indenture trustee as
the same may be amended, supplemented or otherwise modified from time to time.

         "Secretary of State" shall mean the Secretary of State of the State
of Delaware.

         "Seller" means Fifth Third Auto Funding LLC and its successors in
interest, as seller of the Receivables to the Depositor pursuant to the
Receivables Purchase Agreement dated as of June 1, 2004.

         "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended from
time to time.

         "Transferor" means Fifth Third (Michigan).




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         "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to
specific provisions of proposed or temporary regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust" shall mean Fifth Third Auto Trust 2004-A, the Delaware
statutory trust created by the Original Trust Agreement and the filing of the
Certificate of Trust with the Secretary of State and continued hereby.

         "Trust Estate" shall mean all right, title and interest of the Trust
in and to the property and rights assigned to the Trust pursuant to Article II
of the Sale and Servicing Agreement, all funds on deposit from time to time in
the Trust Accounts and the Certificate Distribution Account, and all other
property of the Trust from time to time, including any rights of the Owner
Trustee and the Trust pursuant to the Sale and Servicing Agreement and the
Administration Agreement.

         Section 1.02     Other Definitional Provisions.

               (a)   Capitalized terms used and not otherwise defined herein
         have the meanings assigned to them in the Sale and Servicing
         Agreement or, if not defined therein, in the Indenture.

               (b)   All terms defined in this Agreement shall have the
         defined meanings when used in any certificate or other document made
         or delivered pursuant hereto unless otherwise defined therein.

               (c)   As used in this Agreement and in any certificate or
         other document made or delivered pursuant hereto or thereto,
         accounting terms not defined in this Agreement or in any such
         certificate or other document, and accounting terms partly defined in
         this Agreement or in any such certificate or other document to the
         extent not defined, shall have the respective meanings given to them
         under GAAP. To the extent that the definitions of accounting terms in
         this Agreement or in any such certificate or other document are
         inconsistent with the meanings of such terms under GAAP, the
         definitions contained in this Agreement or in any such certificate
         or other document shall control.

               (d)   The words "hereof," "herein," "hereunder" and words of
         similar import when used in this Agreement shall refer to this
         Agreement as a whole and not to any particular provision of this
         Agreement; Section and Exhibit references contained in this
         Agreement are references to Sections and Exhibits in or to this
         Agreement unless otherwise specified; "or" includes "and/or"; and
         the term "including" shall mean "including without limitation".

               (e)   The definitions contained in this Agreement are applicable
          to the singular and plural forms of such terms and to the masculine,
          feminine and neuter genders of such terms.



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               (f)   Any agreement, instrument, rule, regulation or statute
          defined or referred to herein or in any instrument or certificate
          delivered in connection herewith means such agreement, instrument,
          rule, regulation or statute as from time to time amended, restated,
          modified or supplemented and includes (in the case of agreements or
          instruments) references to all attachments thereto and instruments
          incorporated therein; references to a Person are also to its
          permitted successors and assigns.

                                  ARTICLE II

                                 ORGANIZATION

         Section 2.01.  Name. The Trust heretofore created and continued hereby
is known as "Fifth Third Auto Trust 2004-A," in which name the Owner Trustee
may conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

         Section 2.02.  Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders, the Depositor and the Administrator.

         Section 2.03.  Purposes and Powers. The purpose of the Trust is to
engage in the following activities and the Trust shall have the power and
authority:

               (a)    to issue the Notes pursuant to the Indenture and the
         Certificates pursuant to this Agreement, to sell the Notes and the
         Certificates, and to pay interest on and principal of the Notes and
         distributions on the Certificates, in each case in accordance with
         the Basic Documents;

              (b)    acquiring and holding the Trust Estate, including the
         Receivables, and the proceeds thereof;

              (c)    with the proceeds of the sale of the Notes and the
         Certificates, to purchase the Receivables, to fund the Reserve
         Account, to pay the organizational, start-up and transactional
         expenses of the Trust and to pay the balance of such proceeds to the
         Depositor pursuant to the Sale and Servicing Agreement;

              (d)    to assign, grant, transfer, pledge, mortgage and convey
         the Trust Estate pursuant to the Indenture and to hold, manage and
         distribute to the Certificateholders pursuant to the terms of the
         Sale and Servicing Agreement any portion of the Trust Estate
         released from the Lien of, and remitted to the Trust pursuant to,
         the Indenture;

              (e)    to execute and deliver, and to perform its obligations
         under, the Basic Documents to which it is to be a party, the Notes
         and the Certificates;




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<PAGE>




              (f)    to engage in those activities, including entering into
         agreements, that are necessary, suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith; and

              (g)    subject to compliance with the Basic Documents, to engage
         in such other activities as may be required in connection with
         conservation of the Trust Estate and the making of distributions to
         the Certificateholders and the Noteholders.

         The Trust is hereby authorized to engage in the foregoing activities.
The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the Basic Documents.

         Section 2.04.  Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.

         Section 2.05.  Initial Capital Contribution of Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of
the foregoing contribution, which shall constitute the initial Trust Estate
and shall be deposited in the Collection Account. The Depositor shall pay
organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any
such expenses paid by the Owner Trustee.

         Section 2.06.  Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a statutory trust under the
Statutory Trust Statute and that this Agreement constitute the governing
instrument of such statutory trust. It is the intention of the parties hereto
that, solely for income and franchise tax purposes: (1) if there is one
beneficial owner in respect of the Certificates, the Trust shall be treated as
a disregarded entity and the Notes being debt of such owner, and (2) if there
is more than one beneficial owner in respect of the Certificates, the Trust
shall be treated as a partnership for income and franchise tax purposes, with
the assets of the partnership being the Receivables and other assets held by
the Trust, the partners of the partnership being the Certificateholders, and
the Notes being debt of the partnership. The parties agree that, unless
otherwise required by appropriate tax authorities, the Trust and to the extent
applicable, the Certificateholders will file or cause to be filed annual or
other necessary returns, reports and other forms consistent with the
characterization of the Trust provided in the preceding sentence for such tax
purposes and will not take any position contrary to this characterization in
any federal or state tax filings. Effective as of the date hereof, the Owner
Trustee shall have all rights, powers and duties set forth herein and in the
Statutory Trust Statute with respect to accomplishing the purposes of the
Trust.

         Section 2.07.  Liability of the Holders. No Certificateholder shall
have any personal liability or obligation of the Trust.



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         Section 2.08.  Title to Trust Property. Subject to the Indenture,
legal title to all the Trust Estate shall be vested at all times in the Trust
as a separate legal entity except where applicable law in any jurisdiction
requires title to any part of the Trust Estate to be vested in a trustee or
trustees, in which case title shall be deemed to be vested in the Owner
Trustee, a co-trustee or a separate trustee, as the case may be.

         Section 2.09.  Situs of Trust. The Trust will be located in the State
of Delaware and administered in the State of Delaware or the State of New
York. All bank accounts maintained by the Owner Trustee on behalf of the Trust
shall be located in the State of Delaware or the State of New York. The Trust
shall not have any employees; provided, however, that nothing herein shall
restrict or prohibit the Owner Trustee from having employees within or without
the State of Delaware. Payments will be received by the Trust only in Delaware
or New York, and payments will be made by the Trust only from Delaware or New
York. The only office of the Trust will be at the Corporate Trust Office in
the State of Delaware.

         Section 2.10.  Representations, Warranties and Covenants of the
Depositor. The Depositor hereby represents and warrants to the Owner Trustee
that:

               (a)    The Depositor is duly organized and validly existing as
         a corporation in good standing under the laws of the State of
         Delaware, with power and authority to own its properties and to
         conduct its business as such properties are currently owned and such
         business is presently conducted.

               (b)    The Depositor is duly qualified to do business as a
         foreign corporation in good standing and has obtained all necessary
         licenses and approvals in all jurisdictions in which the ownership or
         lease of its property or the conduct of its business shall require
         such qualifications.

               (c)    The Depositor has the power and authority to execute and
         deliver this Agreement and to carry out its terms; the Depositor has
         full power and authority to sell and assign the property to be sold
         and assigned to and deposited with the Trust and the Depositor has
         duly authorized such sale and assignment and deposit to the Trust by
         all necessary corporate action; and the execution, delivery and
         performance of this Agreement have been duly authorized by the
         Depositor by all necessary corporate action.

              (d)    The Depositor has duly executed and delivered this
         Agreement, and this Agreement constitutes a legal, valid and binding
         obligation of the Depositor, enforceable against the Depositor, in
         accordance with its terms.

              (e)    The consummation of the transactions contemplated by
         this Agreement and the fulfillment of the terms hereof do not
         conflict with, result in any breach of any of the terms and
         provisions of, or constitute (with or without notice or lapse of
         time) a default under, the certificate of incorporation or bylaws of
         the Depositor, or any indenture, agreement or other instrument to
         which the Depositor is a party or by which it is bound; nor result
         in the creation or imposition of any Lien upon any of its properties
         pursuant to the terms of any such indenture, agreement or other
         instrument (other than pursuant to the Basic Documents); nor violate
         any law or, to the best of the



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         Depositor's knowledge, any order, rule or regulation applicable to the
         Depositor of any court or of any federal or state regulatory body,
         administrative agency or other governmental instrumentality having
         jurisdiction over the Depositor or its properties.

              (f)    There are no proceedings or investigations pending or
         threatened before any court, regulatory body, administrative agency
         or other governmental instrumentality having jurisdiction over the
         Depositor or its properties (i) asserting the invalidity of this
         Agreement, (ii) seeking to prevent the consummation of any of the
         transactions contemplated by this Agreement or (iii) seeking any
         determination or ruling that might materially and adversely affect
         the performance by the Depositor of its obligations under, or the
         validity or enforceability of, this Agreement.

              (g)    The representations and warranties of the Depositor in
         Section 3.02 of the Sale and Servicing Agreement are true and
         correct.

         Section 2.11.  Federal Income Tax Allocations. If there is more than
one beneficial owner of the Certificates, net income of the Trust for any
month as determined for federal income tax purposes (and each item of income,
gain, loss and deduction entering into the computation thereof) shall be
allocated among the Certificateholders as of the first day following the
Record Date, in proportion to their percentage ownership interest of
Certificates on the Record Date. If there is more than one beneficial owner of
the Certificates, net losses of the Trust, if any, for any month as determined
for federal income tax purposes (and each item of income, gain, loss and
deduction entering into the computation thereof) shall be allocated among the
Certificateholders as of the first Record Date following the end of such month
in proportion to their percentage ownership interest of Certificates on such
Record Date. If there is more than one beneficial owner of the Certificates,
the Issuer is authorized to modify the allocations in this paragraph if
necessary or appropriate, in its sole discretion, for the allocations to
fairly reflect the economic income, gain or loss to the Certificateholders, or
as otherwise required by the Code.

                                 ARTICLE III

                    CERTIFICATES AND TRANSFER OF INTERESTS

         Section 3.01.  Initial Ownership. Upon the creation of the Trust by
the execution of the Original Trust Agreement and the filing of the
Certificate of Trust with the Secretary of State and until the issuance of the
Certificates, the Depositor shall be the sole beneficial owner of the Trust.

         Section 3.02.  The Certificates. The Certificates shall be issued in
minimum denominations of a one percent (1%) Percentage Interest in the Trust.
The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Owner Trustee.
Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures shall have been affixed, authorized to
sign on behalf of the Trust, shall be validly issued and entitled to the
benefit of this Agreement and shall be valid and binding obligations of the
Trust, notwithstanding that such individuals or any of them shall have



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ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of authentication and
delivery of such Certificates.

         A transferee of a Certificate, if any, shall become a
Certificateholder, shall become bound by this Agreement and shall be entitled
to the rights and subject to the obligations of a Certificateholder hereunder
upon such transferee's acceptance of a Certificate duly registered in such
transferee's name pursuant to Section 3.04.

         Section 3.03.  Execution, Authentication and Delivery of Certificates.
On the Closing Date, the Owner Trustee shall cause the Certificates in an
aggregate Percentage Interest equal to 100% to be executed on behalf of the
Trust, authenticated and delivered to or upon the written order of the
Depositor, signed by the Owner Trustee on behalf of the Trust, without further
action by the Depositor, in authorized denominations. No Certificate shall
entitle its Holder to any benefit under this Agreement or be valid for any
purpose unless there shall appear on such Certificate a certificate of
authentication substantially in the form set forth in Exhibit A, executed by
the Owner Trustee or The Bank of New York, as the Owner Trustee's
authenticating agent, by manual signature; such authentication shall
constitute conclusive evidence that such Certificate shall have been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication.

         When a Certificate is duly executed and issued by the Trust and duly
authenticated in accordance with this Agreement, the Certificate will be fully
paid, validly issued, nonassessable and entitled to the benefits of this
Agreement.

         Section 3.04.  Registration of Transfer and Exchange of Certificates.
The Certificate Registrar shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 3.08, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Owner Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Bank of New York shall be
the initial Certificate Registrar.

         The Certificates have not been and will not be registered under the
Securities Act and will not be listed on any exchange. No transfer of a
Certificate shall be made unless (x) such transfer is made pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws or is exempt from the registration requirements under
said Act and such state securities laws and (y) such transfer is made only (i)
to the Depositor, the Seller or one of the Banks, (ii) to an institutional
investor that is an "accredited investor" as defined in Rule 501(a)(1), (2),
(3) or (7) (an "Institutional Accredited Investor") under the Securities Act
acting for its own account (and not for the account of others) or as a
fiduciary or agent for others (which others also are Institutional Accredited
Investors unless the holder is a bank acting in its fiduciary capacity) that
executed a certificate substantially in the form hereof, (iii) so long as such
Certificate is eligible for resale pursuant to Rule 144A under the Securities
Act ("Rule 144A"), to a person whom the Holder reasonably believes after due
inquiry is a "qualified institutional buyer" as defined in Rule 144A, acting
for its own account (and not for the account of others) or as a fiduciary or
agent for others (which others also are "qualified institutional buyers") to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A or (iv) in a sale, pledge or other transfer made in a
transaction otherwise exempt from



                                      9
<PAGE>


the registration requirements of the Securities Act. In the event of a
transfer pursuant to subclauses (ii), (iii) or (iv) above, in order to assure
compliance with the Securities Act and such laws, the Holder desiring to
effect such transfer and such Holder's prospective transferee shall each
certify to the Owner Trustee or the Certificate Registrar, the Depositor and
the Administrator in writing the facts surrounding the transfer in
substantially the forms set forth in Exhibit C and Exhibit D (together, the
"Investment Letter"). Except in the case of a transfer pursuant to subclauses
(i) or (iii) above, there shall also be delivered to the Owner Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act and state securities laws, which Opinion of Counsel
shall not be an expense of the Trust, the Owner Trustee or the Indenture
Trustee (unless it is the transferee from whom such opinion is to be obtained)
or of the Depositor, the Seller or the Transferor; provided, that such Opinion
of Counsel in respect of the applicable state securities laws may be a
memorandum of law rather than an opinion if such counsel is not licensed in
the applicable jurisdiction. Upon request, the Owner Trustee shall provide to
any Holder of a Certificate and any prospective transferee designated by any
such Holder information regarding the Certificates and the Receivables and
such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate
without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. Each Holder of a Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Trust, the Owner Trustee, the Indenture Trustee and the Depositor against
any liability that may result if the transfer is not so exempt or is not made
in accordance with federal and state securities laws.

         No transfer of a Certificate shall be made to any Person unless the
Owner Trustee has received (a) a certificate in the form of paragraph 3 to the
Investment Letter attached hereto as Exhibit D from such Person to the effect
that such Person is not, and is not acting on behalf of, a Benefit Plan, or
(b) an Opinion of Counsel satisfactory to the Owner Trustee, the Certificate
Registrar and the Depositor to the effect that the purchase and holding of
such Certificate will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Owner Trustee, the Indenture Trustee or the Depositor to any obligation in
addition to those undertaken in the Basic Documents; provided, however, that
the Owner Trustee will not require such certificate or opinion in the event
that, as a result of a change of law or otherwise, counsel satisfactory to the
Owner Trustee has rendered an Opinion of Counsel to the effect that the
purchase and holding of a Certificate by a Benefit Plan or a Person that is
purchasing or holding such a Certificate with the assets of a Benefit Plan
will not constitute or result in a non-exempt prohibited transaction under
ERISA or Section 4975 of the Code.

         The Certificates may not be acquired by or for the account of any of
the following Persons unless, in each case, an Opinion of Counsel described
above is delivered to the Owner Trustee: (i) (A) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (B) a plan described in Section 4975(e)(1) of the Code, (C) any
entity whose underlying assets include plan assets of the foregoing (each, a
"Benefit Plan"), or (ii) a Person who is not either (A)(1) a citizen or
individual resident of the United States, (2) a corporation, partnership or
other entity organized in or under the laws of the United States, any state
thereof or the District of Columbia or (3) a Person not described in (A)(1) or
(2) whose ownership of the Certificates is effectively connected with such
Person's conduct of a trade or business within the United States (within the
meaning of the Code) and its ownership of any




                                      10
<PAGE>


interest in a Certificate will not result in any withholding obligation with
respect to any payments with respect to the Certificates by any Person (other
than withholding, if any, under Section 1446 of the Code) or (B) an estate the
income of which is includible in gross income for federal income tax purposes
regardless of source or a trust if (1) the court within the United States is
able to exercise primary supervision of the administration of such trust and
one or more United States persons have the authority to control all
substantial decisions of the Issuer or (2) such trust was in existence on
August 20, 1996 and properly elected to continue to be treated as a United
States person. The purchaser of Certificates must agree to provide a
certification of non-foreign status signed under penalty of perjury and,
alternatively, if it is a Person described in clause (A)(3) above, it will
furnish to the transferor and the Owner Trustee a properly executed IRS Form
W-8ECI and a new IRS Form W-8ECI upon the expiration or obsolescence of any
previously delivered form (and such other certifications, representations or
Opinions of Counsel as may be requested by the transferor and the Owner
Trustee). By accepting and holding a Certificate, the Holder thereof shall be
deemed to have represented and warranted that it is not a Benefit Plan.

         Upon surrender for registration of transfer of any Certificate at the
office or agency maintained pursuant to Section 3.08, the Owner Trustee shall
execute, authenticate and deliver (or shall cause The Bank of New York as its
authenticating agent to authenticate and deliver), in the name of the
designated transferee or transferees, one or more new Certificates in
authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Certificateholder, Certificates may be exchanged for other Certificates
of authorized denominations of a like aggregate amount upon surrender of the
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.08.

         Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the related Certificateholder or such Certificateholder's attorney
duly authorized in writing. Each Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by the
Owner Trustee in accordance with its customary practice.

         No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

         The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of, Certificates for a period of 15 days preceding the
due date for any payment with respect to the Certificates.

         Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be responsible for ascertaining whether any transfer
complies with the registration provisions or exemptions from the Securities
Act, the Securities Exchange Act of 1934, as amended, applicable state
securities law or the Investment Company Act of 1940, as amended; provided,
however, that if a certificate or opinion is specifically required to be
delivered to the Owner Trustee by a purchaser or transferee of a Certificate,
the Owner Trustee shall be under a duty to



                                      11
<PAGE>


examine the same to determine whether it conforms to the requirements of this
Trust Agreement and shall promptly notify the party delivering the same if
such certificate or opinion does not so conform.

         Section 3.05.  Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b)
there shall be delivered to the Certificate Registrar and the Owner Trustee
such security or indemnity as may be required by them to save each of them
harmless, then in the absence of notice that such Certificate has been
acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust
shall execute and the Owner Trustee or The Bank of New York, as the Owner
Trustee's authenticating agent, shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate of like tenor and denomination. In connection with the
issuance of any new Certificate under this Section, the Owner Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
conclusive evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

         Section 3.06.  Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar or any Paying Agent may treat the Person in whose name any
Certificate is registered in the Certificate Register as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section
5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the
Certificate Registrar or any Paying Agent shall be bound by any notice to the
contrary.

         Section 3.07.  Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Paying Agent and the Depositor, within 15 days after receipt by
the Owner Trustee of a written request therefor from the Servicer, the Paying
Agent or the Depositor, a list, in such form as the Servicer or the Depositor
may reasonably require, of the names and addresses of the Certificateholders
as of the most recent Record Date. The Certificate Registrar shall also
furnish to the Owner Trustee and the Paying Agent a copy of such list at any
time there is a change therein. If (i) three or more Certificateholders or
(ii) one or more Holders of Certificates evidencing not less than 25% of the
Percentage Interests in the Certificates apply in writing to the Owner
Trustee, and such application states that the applicants desire to communicate
with other Certificateholders with respect to their rights under this
Agreement or under the Certificates and such application is accompanied by a
copy of the communication that such applicants propose to transmit, then the
Owner Trustee shall, within five Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
current list of Certificateholders. Each Certificateholder, by receiving and
holding a Certificate, shall be deemed to have agreed not to hold any of the
Depositor, the Certificate Registrar or the Owner Trustee accountable by
reason of the disclosure of its name and address, regardless of the source
from which such information was derived. The Certificate Registrar shall upon
the request of the Owner Trustee provide such list, or access to such list, of
Certificateholders as contemplated by this Section 3.07.



                                      12
<PAGE>



         Section 3.08.  Maintenance of Office or Agency. The Trust shall
designate in the Borough of Manhattan, the City of New York, an office or
offices or agency or agencies where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trust and the Owner Trustee in respect of the Certificates and the Basic
Documents may be served. The Trust initially designates The Bank of New York
as its office for such purposes. The Trust shall give prompt written notice to
the Depositor and the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.

         Section 3.09.  Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Certificate Distribution
Account pursuant to Section 5.02 and shall report the amounts of such
distributions to the Owner Trustee. Any Paying Agent shall have the revocable
power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Trust may revoke
such power and remove the Paying Agent if the Trust determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Agreement in any material respect. The Paying Agent initially shall
be The Bank of New York, and any co-paying agent chosen by The Bank of New
York or the Depositor. The Bank of New York shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Owner Trustee. In the event
that The Bank of New York shall no longer be the Paying Agent, the Depositor,
with the consent of the Owner Trustee and the Administrator (which consent
shall not be unreasonably withheld), shall appoint a successor to act as
Paying Agent (which shall be a bank or trust company). The Trust shall cause
such successor Paying Agent or any additional Paying Agent appointed hereunder
to execute and deliver to the Owner Trustee an instrument in which such
successor Paying Agent or additional Paying Agent shall agree with the Trust
that, as Paying Agent, such successor Paying Agent or additional Paying Agent
will hold all sums, if any, held by it for payment to the Certificateholders
in trust for the benefit of the Certificateholders entitled thereto until such
sums shall be paid to such Certificateholders. The Paying Agent shall return
all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent
such Paying Agent shall also return all funds in its possession to the Owner
Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply, to
the extent applicable, to any paying agent appointed hereunder. Any reference
in this Agreement to the Paying Agent shall include any co-paying agent unless
the context requires otherwise.

         Section 3.10.  Definitive Certificates. The Certificates, upon
original issuance, will be issued in the form of a typewritten Certificate or
Certificates in the form attached hereto as Exhibit A to be delivered to the
related Certificateholders, by, or on behalf of, the Trust. Such Certificate
or Certificates shall be registered on the Certificate Register in the name of
the holder thereof. The Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Owner Trustee, as evidenced by its execution thereof.



                                      13
<PAGE>


                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

         Section 4.01.  Prior Notice with Respect to Certain Matters. With
respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders of record as of the preceding
Record Date in writing of the proposed action and such Certificateholders
shall not have notified the Owner Trustee in writing prior to the 30th day
after such notice is given that such Certificateholders have withheld consent
or provided alternative direction:

               (a)    the initiation of any claim or lawsuit by the Trust
         (except claims or lawsuits brought in connection with the collection
         of the Receivables) and the compromise of any action, claim or
         lawsuit brought by or against the Trust (except with respect to the
         aforementioned claims or lawsuits for collection of the
         Receivables);

               (b)    the election by the Trust to file an amendment to the
         Certificate of Trust (unless such amendment is required to be filed
         under the Statutory Trust Statute);

               (c)    the amendment of the Indenture by a supplemental
         indenture or any other change to this Agreement or any Basic Document
         in circumstances where the consent of any Noteholder is required;

               (d)    the amendment of the Indenture by a supplemental
         indenture or any other change to this Agreement or any Basic Document
         in circumstances where the consent of any Noteholder is not required
         and such amendment would materially adversely affect the interests
         of the Certificateholders;

               (e)    the amendment, change or modification of the
         Administration Agreement, except to cure any ambiguity or to amend or
         supplement any provision in a manner or add any provision that would
         not materially adversely affect the interests of the
         Certificateholders;

               (f)    the appointment pursuant to the Indenture of a successor
         Note Registrar, Paying Agent or Indenture Trustee or pursuant to
         this Agreement of a successor Certificate Registrar, or the consent
         to the assignment by the Note Registrar, Paying Agent or Indenture
         Trustee or Certificate Registrar of its obligations under the
         Indenture or this Agreement, as applicable;

               (g)    the consent to the calling or waiver of any default of
         any Basic Document;

               (h)    the consent to the assignment by the Indenture Trustee
         or Servicer of their respective obligations under any Basic Document,
         unless permitted in the Basic Documents;

               (i)  except as provided in Article IX hereof, dissolve,
         terminate or liquidate the Trust in whole or in part;




                                      14
<PAGE>



               (j)    merge or consolidate the Trust with or into any other
         entity, or convey or transfer all or substantially all of the
         Trust's assets to any other entity;

               (k)    cause the Trust to incur, assume or guaranty any
         indebtedness other than as set forth in this Agreement or the Basic
         Documents;

               (l)    do any act that conflicts with any other Basic Document;

               (m)    do any act that would make it impossible to carry on the
         ordinary business of the Trust as described in Section 2.03 hereof;

               (n)    confess a judgment against the Trust;

               (o)    possess Trust assets, or assign the Trust's right to
         property, for other than a Trust purpose;

               (p)    cause the Trust to lend any funds to any entity, unless
         permitted in the Basic Documents; or

               (q)    change the Trust's purpose and powers from those set
         forth in this Trust Agreement.

         In addition, the Trust shall not commingle its assets with those of
any other entity. The Trust shall maintain its financial and accounting books
and records separate from those of any other entity. Except as expressly set
forth herein, the Trust shall not pay the indebtedness, operating expenses and
liabilities of any other entity. The Trust shall maintain appropriate minutes
or other records of all appropriate actions and shall maintain its office
separate from the offices of the Depositor and the Servicer.

         The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, and to the extent otherwise consistent
with the Basic Documents and permitted by applicable law, to (i) remove or
replace the Servicer or the Indenture Trustee, (ii) institute proceedings to
have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent
to the institution of bankruptcy or insolvency proceedings against the Trust,
(iv) file a petition or consent to a petition seeking reorganization or relief
on behalf of the Trust under any applicable federal or state law relating to
bankruptcy, (v) consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or any similar official) of the Trust or a
substantial portion of the property of the Trust, (vi) make any assignment for
the benefit of the Trust's creditors, (vii) cause the Trust to admit in
writing its inability to pay its debts generally as they become due, (viii)
take any action, or cause the Trust to take any action, in furtherance of any
of the foregoing (any of the above, a "Bankruptcy Action"). So long as the
Indenture remains in effect, no Certificateholder shall have the power to
take, and shall not take, any Bankruptcy Action with respect to the Trust or
direct the Owner Trust to take any Bankruptcy Action with respect to the
Trust.

         Section 4.02.  Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, to (a) remove the Administrator under the
Administration Agreement pursuant to Section 8 thereof,




                                      15
<PAGE>


(b) appoint a successor Administrator pursuant to Section 8 of the
Administration Agreement, (c) remove the Servicer or appoint a successor to
the Servicer under the Sale and Servicing Agreement pursuant to Article VIII
thereof, (d) amend the Sale and Servicing Agreement pursuant to Section
10.01(d) of such document, or (e) except as expressly provided in the Basic
Documents, sell the Receivables after the termination of the Indenture. The
Owner Trustee shall take the actions referred to in the preceding sentence
only upon written instructions signed by the Certificateholders.

         Section 4.03.  Action by Certificateholders with Respect to
Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all Certificateholders and the delivery to the Owner Trustee by
each such Certificateholder of a certification certifying that such
Certificateholder reasonably believes that the Trust is insolvent.

         Section 4.04.  Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or to refrain
from taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this Agreement or any of
the Basic Documents or would be contrary to Section 2.03; nor shall the Owner
Trustee be obligated to follow any such direction, if given.

         Section 4.05.  Majority Control. Except as expressly provided herein,
any action that may be taken by the Certificateholders under this Agreement
may be taken by the Holders of Certificates evidencing not less than a
majority of the Percentage Interests in the Certificates. Except as expressly
provided herein, any written notice of the Certificateholders delivered
pursuant to this Agreement shall be effective if signed by Holders of
Certificates evidencing not less than a majority of the Percentage Interests
in the Certificates at the time of the delivery of such notice.

                                  ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         Section 5.01.  Establishment of Trust Account. The Trust, for the
benefit of the Certificateholders, shall cause the Paying Agent to establish
and maintain in the name of the Trust an Eligible Deposit Account (the
"Certificate Distribution Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders. The title of the Certificate Distribution Account shall be
"Fifth Third Auto Trust 2004-A: Certificate Distribution Account for the
benefit of the Certificateholders."

         The Trust shall possess all right, title and interest in all funds on
deposit from time to time in the Certificate Distribution Account and in all
proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control
of the Owner Trustee for the benefit of the Certificateholders. If, at any
time, the Certificate Distribution Account ceases to be an Eligible Deposit
Account, the Trust shall cause the Paying Agent, within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which each Rating
Agency may consent) to establish a new Certificate Distribution




                                      16
<PAGE>



Account as an Eligible Deposit Account and shall transfer any cash or any
investments to such new Certificate Distribution Account. If the Seller and/or
its Affiliates hold 100% of the Percentage Interests in the Certificates, the
Certificate Distribution Account shall not be established or maintained.

         Section 5.02.  Application of Trust Funds.

               (a)    On each Distribution Date, if the Seller and its
         Affiliates hold less than 100% of the Percentage Interests in the
         Certificates, then the Trust shall cause the Paying Agent to
         distribute to Certificateholders, on a pro rata basis, amounts
         deposited in the Certificate Distribution Account pursuant to
         Section 5.06 of the Sale and Servicing Agreement with respect to
         such Distribution Date. On each Distribution Date, if the Seller
         and/or its Affiliates hold 100% of the Percentage Interests in the
         Certificates, then the Trust shall cause the Paying Agent to
         distribute amounts payable pursuant to Section 5.06(b)(x) and
         5.06(e)(ix) of the Sale and Servicing Agreement with respect to such
         Distribution Date in accordance with the Seller's directions.

               (b)    On each Distribution Date, the Trust shall cause the
         Paying Agent to send to each Certificateholder the statement or
         statements provided to the Owner Trustee by the Servicer pursuant to
         Section 5.08 of the Sale and Servicing Agreement with respect to
         such Distribution Date.

               (c)    In the event that any withholding tax is imposed on the
         Trust's payment (or allocations of income) to a Certificateholder,
         such tax shall reduce the amount otherwise distributable to such
         Certificateholder in accordance with this Section. The Owner Trustee
         and the Paying Agent are hereby authorized and directed to retain
         from amounts otherwise distributable to the Certificateholders
         sufficient funds for the payment of any tax that is legally owed by
         the Trust (but such authorization shall not prevent the Owner
         Trustee or the Paying Agent from contesting any such tax in
         appropriate proceedings and withholding payment of such tax, if
         permitted by law, pending the outcome of such proceedings). The
         amount of any withholding tax imposed with respect to a
         Certificateholder shall be treated as cash distributed to such
         Certificateholder at the time it is withheld by the Trust and
         remitted to the appropriate taxing authority. If there is a
         possibility that withholding tax is payable with respect to a
         distribution (such as a distribution to a non-U.S.
         Certificateholder), the Owner Trustee or the Paying Agent may in its
         sole discretion withhold such amounts in accordance with this
         paragraph.

         Section 5.03.  Method of Payment. Subject to Section 9.01(c),
distributions required to be made to Certificateholders on any Distribution
Date shall be made to each Certificateholder of record on the preceding Record
Date either by wire transfer, in immediately available funds, to the account
of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided to the
Certificate Registrar and the Paying Agent appropriate written instructions at
least five Business Days prior to such Distribution Date, or, if not, by check
mailed to such Certificateholder at the address of such Certificateholder
appearing in the Certificate Register.




                                      17
<PAGE>



         Section 5.04.  [Reserved].

         Section 5.05.  Accounting and Reports to Certificateholders, the
Internal Revenue Service and Others. The Trust shall (a) maintain (or cause to
be maintained) the books of the Trust on a calendar year basis and the accrual
method of accounting, (b) deliver (or cause to delivered) to each
Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (including Schedule K-1 if
the Trust is treated as a partnership for federal income tax purposes) to
enable each Certificateholder to prepare its federal and state income tax
returns, (c) file (or cause to be filed) such tax returns relating to the
Trust (including a partnership information return, IRS Form 1065 if the Trust
is treated as a partnership for federal income tax purposes) and make such
elections as from time to time may be required or appropriate under any
applicable state or federal statute or any rule or regulation thereunder so as
to maintain the Trust's characterization, (d) cause such tax returns to be
signed in the manner required by law and (e) collect or cause to be collected
any withholding tax as described in and in accordance with Section 5.02(c)
with respect to income or distributions to Certificateholders. The Trust shall
elect under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Receivables and shall elect under
Section 171 of the Code to amortize any bond premium with respect to the
Receivables. The Owner Trustee shall not make the election provided under
Section 754 of the Code.

         Section 5.06.  Signature on Returns; Tax Matters Partner.

               (a)    The Owner Trustee shall sign on behalf of the Trust the
         tax returns of the Trust, if any, unless applicable law requires a
         Certificateholder to sign such documents.

               (b)    In the event that the Trust is treated as a partnership
         for federal income tax purposes, the Seller shall be designated the
         initial "tax matters partner" of the Trust pursuant to Section
         6231(a)(7)(A) of the Code and applicable Treasury Regulations.

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 6.01.  General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to
be a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party,
including, without limitation, the Notes and the Certificates, in each case,
in such form as the Depositor shall approve, as evidenced conclusively by the
Owner Trustee's execution thereof. In addition to the foregoing, the Owner
Trustee is authorized, but shall not be obligated, to take all actions
required of the Trust pursuant to the Basic Documents, the Notes and the
Certificates. The Owner Trustee is further authorized from time to time to
take such action as the Administrator recommends with respect to the Basic
Documents.

         Section 6.02.  General Duties.  It shall be the duty of the Owner
Trustee:



                                      18
<PAGE>




               (a)    to discharge (or cause to be discharged) all of its
         responsibilities pursuant to the terms of this Agreement and the
         Basic Documents to which the Trust is a party and to administer the
         Trust in the interest of the Certificateholders, subject to the
         Basic Documents and in accordance with the provisions of this
         Agreement; provided, however, that notwithstanding the foregoing,
         the Owner Trustee shall be deemed to have discharged its duties and
         responsibilities hereunder and under the Basic Documents to the
         extent the Administrator has agreed in the Administration Agreement
         to perform any act or to discharge any duty of the Owner Trustee
         hereunder or under any Basic Document, and the Owner Trustee shall
         not be held liable for the default or failure of the Administrator
         to carry out its obligations under the Administration Agreement; and

               (b)    to cooperate with the Administrator in carrying out the
         Administrator's obligation to qualify and preserve the Trust's
         qualification to do business in each jurisdiction, if any, in which
         such qualification is or shall be necessary to protect the validity
         and enforceability of the Indenture, the Notes, the Receivables and
         any other instrument and agreement included in the Trust Estate;
         provided that the Owner Trustee may rely on advice of counsel with
         respect to such obligation.

         Section 6.03.  Action upon Instruction.

               (a)    Subject to Article IV and in accordance with the terms
         of the Basic Documents, the Certificateholders may by written
         instruction direct the Owner Trustee in the management of the Trust.
         Such direction may be exercised at any time by written instruction
         of the Certificateholders pursuant to Article IV.

               (b)    The Owner Trustee shall not be required to take any
         action hereunder or under any Basic Document if the Owner Trustee
         shall have reasonably determined, or shall have been advised by
         counsel, that such action is likely to result in liability on the
         part of the Owner Trustee or is contrary to the terms hereof or of
         any Basic Document or is otherwise contrary to law.

               (c)    Whenever the Owner Trustee is unable to decide between
         alternative courses of action permitted or required by the terms of
         this Agreement or under any Basic Document, the Owner Trustee shall
         promptly give notice (in such form as shall be appropriate under the
         circumstances) to the Certificateholders of record as of the
         preceding Record Date requesting instruction as to the course of
         action to be adopted, and to the extent the Owner Trustee acts in
         good faith in accordance with any written instruction of such
         Certificateholders received, the Owner Trustee shall not be liable
         on account of such action to any Person. If the Owner Trustee shall
         not have received appropriate instruction within 10 days of such
         notice (or within such shorter period of time as reasonably may be
         specified in such notice or may be necessary under the
         circumstances) it may, but shall be under no duty to, take or
         refrain from taking such action not inconsistent with this Agreement
         or the Basic Documents, as it shall deem to be in the best interests
         of the Certificateholders, and shall have no liability to any Person
         for such action or inaction.



                                      19
<PAGE>



               (d)    In the event that the Owner Trustee is unsure as to the
         application of any provision of this Agreement or any Basic Document
         or any such provision is ambiguous as to its application, or is, or
         appears to be, in conflict with any other applicable provision, or
         in the event that this Agreement permits any determination by the
         Owner Trustee or is silent or is incomplete as to the course of
         action that the Owner Trustee is required to take with respect to a
         particular set of facts, the Owner Trustee shall promptly give
         notice (in such form as shall be appropriate under the
         circumstances) to the Certificateholders of record as of the
         preceding Record Date requesting instruction and, to the extent that
         the Owner Trustee acts or refrains from acting in good faith in
         accordance with any such instruction received, the Owner Trustee
         shall not be liable, on account of such action or inaction, to any
         Person. If the Owner Trustee shall not have received appropriate
         instruction within 10 days of such notice (or within such shorter
         period of time as reasonably may be specified in such notice or may
         be necessary under the circumstances) it may, but shall be under no
         duty to, take or refrain from taking such action not inconsistent
         with this Agreement or the Basic Documents, as it shall deem to be
         in the best interests of the Certificateholders, and shall have no
         liability to any Person for such action or inaction.

         Section 6.04.  No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee or the Trust is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by the Owner Trustee pursuant to Section 6.03; and no
implied duties or obligations shall be read into this Agreement or any Basic
Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection
of any security interest or Lien granted to it hereunder or to prepare or file
any Commission filing for the Trust or to record this Agreement or any Basic
Document. Wilmington Trust Company nevertheless agrees that it will, at its
own cost and expense, promptly take all action as may be necessary to
discharge any Liens on any part of the Trust Estate that result from actions
by, or claims against, Wilmington Trust Company that are not related to the
ownership or the administration of the Trust Estate.

         Section 6.05.  No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose
of or otherwise deal with any part of the Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered
to the Owner Trustee pursuant to Section 6.03.

         Section 6.06.  Restrictions. The Owner Trustee shall not take any
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.03 or (b) that, to the actual knowledge of the Owner Trustee, would
result in the Trust's becoming taxable as a corporation for federal income tax
purposes. The Certificateholders shall not direct the Owner Trustee to take
any action that would violate the provisions of this Section.



                                      20
<PAGE>



                                 ARTICLE VII

                         CONCERNING THE OWNER TRUSTEE

         Section 7.01.  Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts, but only upon the terms of this Agreement. The
Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of the Basic Documents
and this Agreement. The Owner Trustee shall not be personally liable or
accountable hereunder or under any Basic Document under any circumstances,
except (i) for its own willful misconduct, bad faith or gross negligence, (ii)
in the case of the inaccuracy of any representation or warranty contained in
Section 7.03 expressly made by the Owner Trustee, (iii) for liabilities
arising from the failure of Wilmington Trust Company to perform the
obligations expressly undertaken by it in the last sentence of Section 6.04 or
(iv) for taxes, fees or other charges on, based on or measured by, any fees,
commissions or compensation received by the Owner Trustee. In particular, but
not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):

               (a)    The Owner Trustee shall not be liable for any error of
         judgment made by a Trust Officer of the Owner Trustee;

               (b)    The Owner Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in accordance with the
         instructions of the Administrator or any Certificateholder;

               (c)    No provision of this Agreement or any Basic Document
         shall require the Owner Trustee to expend or risk funds or otherwise
         incur any financial liability in the performance of any of its rights
         or powers hereunder or under any Basic Document if the Owner Trustee
         shall have reasonable grounds for believing that repayment of such
         funds or adequate indemnity against such risk or liability is not
         reasonably assured or provided to it;

               (d)    Under no circumstances shall the Owner Trustee be liable
         for indebtedness evidenced by or arising under any of the Basic
         Documents, including the principal of and interest on the Notes;

               (e)    The Owner Trustee shall not be responsible for or in
         respect of the validity or sufficiency of this Agreement or for the
         due execution hereof by the Depositor or for the form, character,
         genuineness, sufficiency, value or validity of any of the Trust
         Estate, or for or in respect of the validity or sufficiency of the
         Basic Documents, other than the certificate of authentication on the
         Certificates, and the Owner Trustee shall in no event assume or
         incur any liability, duty or obligation to any Noteholder or to any
         Certificateholder, other than as expressly provided for herein or
         expressly agreed to in the other Basic Documents;

               (f)    The Owner Trustee shall not be responsible for monitoring
         the performance of, and shall not be liable for the default or
         misconduct of the Administrator,



                                      21
<PAGE>



         the Depositor, the Servicer, the Indenture Trustee or any other
         Person under any of the Basic Documents or otherwise, and the Owner
         Trustee shall have no obligation or liability to perform the
         obligations of the Trust under this Agreement or the Basic Documents
         that are required to be performed by the Administrator under the
         Administration Agreement, the Indenture Trustee under the Indenture
         or the Depositor or the Servicer under the Sale and Servicing
         Agreement; and

               (g)    The Owner Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Agreement,
         or to institute, conduct or defend any litigation under this Agreement
         or otherwise or in relation to this Agreement or any Basic Document,
         at the request, order or direction of any of the Certificateholders,
         unless such Certificateholders have offered to the Owner Trustee
         security or indemnity satisfactory to it against the costs, expenses
         and liabilities that may be incurred by the Owner Trustee therein or
         thereby. The right of the Owner Trustee to perform any discretionary
         act enumerated in this Agreement or in any Basic Document shall not
         be construed as a duty, and the Owner Trustee shall not be
         answerable for other than its negligence or willful misconduct in
         the performance of any such act.

         Section 7.02.  Furnishing of Documents. The Owner Trustee shall
furnish to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.

         Section 7.03.  Representations and Warranties. Wilmington Trust
Company hereby represents and warrants to the Depositor, for the benefit of
the Certificateholders, that:

               (a)    It is a banking corporation duly organized and validly
         existing in good standing under the laws of the State of Delaware.
         It has all requisite corporate power and authority to execute,
         deliver and perform its obligations under this Agreement.

               (b)    It has taken all corporate action necessary to authorize
         the execution and delivery by it of this Agreement, and this
         Agreement will be executed and delivered by one of its officers who
         is duly authorized to execute and deliver this Agreement on its
         behalf.

               (c)    This Agreement constitutes a legal, valid and binding
         obligation of the Owner Trustee, enforceable against the Owner
         Trustee in accordance with its terms, subject, as to enforceability,
         to applicable bankruptcy, insolvency, reorganization, receivership
         and other similar laws affecting enforcement of the rights of
         creditors of banks generally.

               (d)    Neither the execution or the delivery by it of this
         Agreement, nor the consummation by it of the transactions
         contemplated hereby, nor compliance by it with any of the terms or
         provisions hereof will contravene any federal or Delaware law,
         governmental rule or regulation governing the banking or trust
         powers of the Owner Trustee or any judgment or order binding on it,
         or constitute any default under its charter



                                      22
<PAGE>



         documents or bylaws or any indenture, mortgage, contract, agreement
         or instrument to which it is a party or by which any of its properties
         may be bound.

               (e)    It is a corporation satisfying the provisions of Section
         3807(a) of the Statutory Trust Statute; authorized to exercise
         corporate trust powers; having a combined capital and surplus of at
         least $50,000,000 and subject to supervision or examination by
         federal or state authorities; and having (or having a parent that
         has) time deposits that are rated at least A-1 by Standard & Poor's
         and P-1 by Moody's or who is otherwise acceptable to each Rating
         Agency.

         Section 7.04.  Reliance; Advice of Counsel.

               (a)    The Owner Trustee shall incur no liability to anyone in
         acting upon any signature, instrument, notice, resolution, request,
         consent, order, certificate, report, opinion, bond, or other
         document or paper believed by it to be genuine and believed by it to
         be signed by the proper party or parties. The Owner Trustee may
         accept a certified copy of a resolution of the board of directors or
         other governing body of any corporate party as conclusive evidence
         that such resolution has been duly adopted by such body and that the
         same is in full force and effect. As to any fact or matter the
         method of determination of which is not specifically prescribed
         herein, the Owner Trustee may for all purposes hereof rely on a
         certificate, signed by the president or any vice president or by the
         treasurer or other authorized officers of the relevant party, as to
         such fact or matter, and such certificate shall constitute full
         protection to the Owner Trustee for any action taken or omitted to
         be taken by it in good faith in reliance thereon.

               (b)    In the exercise or administration of the trusts hereunder
         and in the performance of its duties and obligations under this
         Agreement or the Basic Documents, the Owner Trustee (i) may act
         directly or through its agents or attorneys pursuant to agreements
         entered into with any of them, and the Owner Trustee shall not be
         liable for the conduct or misconduct of such agents or attorneys if
         such agents or attorneys shall have been selected by the Owner
         Trustee with reasonable care, and (ii) may consult with counsel,
         accountants and other skilled Persons to be selected with reasonable
         care and employed by it. The Owner Trustee shall not be liable for
         anything done, suffered or omitted reasonably and in good faith by
         it in accordance with the written opinion or advice of any such
         counsel, accountants or other such Persons and not contrary to this
         Agreement or any Basic Document.

         Section 7.05.  Not Acting in Individual Capacity. Except as provided
in this Article VII, in accepting the trusts hereby created, Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any Basic Document shall
look only to the Trust Estate for payment or satisfaction thereof.

         Section 7.06.  Owner Trustee Not Liable for Certificates or for
Receivables. The recitals contained herein and in the Certificates (other than
the signature and countersignature of the Owner Trustee on the Certificates)
shall be taken as the statements of the Depositor, and the Owner Trustee
assumes no responsibility for the correctness thereof. Except as set forth in



                                      23
<PAGE>


Section 7.03, the Owner Trustee makes no representations as to the validity or
sufficiency of this Agreement, of any Basic Document or of the Certificates
(other than the signature and countersignature of the Owner Trustee on the
Certificates) or the Notes, or of any Receivable or related documents. The
Owner Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any Receivable or
the perfection and priority of any security interest created by any Receivable
in any Financed Vehicle or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Trust Estate or its
ability to generate the payments to be distributed to Certificateholders under
this Agreement or the Noteholders under the Indenture, including, without
limitation: the existence, condition and ownership of any Financed Vehicle;
the existence and enforceability of any insurance thereon; the existence and
contents of any Receivable on any computer or other record thereof; the
validity of the assignment of any Receivable to the Trust or of any
intervening assignment; the completeness of any Receivable; the performance or
enforcement of any Receivable; the compliance by the Seller, the Depositor or
the Servicer with any warranty or representation made under any Basic Document
or in any related document or the accuracy of any such warranty or
representation, or any action of the Administrator, the Indenture Trustee or
the Servicer or any subservicer taken in the name of the Owner Trustee.

         Section 7.07.  Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates or Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee and the Servicer and their respective
Affiliates in banking transactions with the same rights as it would have if it
were not Owner Trustee.

         Section 7.08.  Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, the Owner Trustee shall not be
required to take any action in any jurisdiction other than in the State of
Delaware if the taking of such action will (i) require the consent or approval
or authorization or order of, or the giving of notice to, or the registration
with, or the taking of any other action in required by, any state or other
governmental authority or agency of any jurisdiction other than the State of
Delaware; (ii) result in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivisions thereof in existence on
the date hereof other than the State of Delaware becoming payable by the Owner
Trustee; or (iii) subject the Owner Trustee to personal jurisdiction in any
jurisdiction other than the State of Delaware for causes of action arising
from acts unrelated to the consummation of the transactions by the Owner
Trustee contemplated hereby. The Owner Trustee shall be entitled to obtain
advice of counsel (which advice shall be an expense of the Administrator under
Section 8.01 of this Agreement) to determine whether any action required to be
taken pursuant to the Agreement results in the consequences described in
clauses (i), (ii) and (iii) of the preceding sentence. In the event that said
counsel advises the Owner Trustee that such action will result in such
consequences, the Owner Trustee will appoint an additional trustee pursuant to
Section 10.05 hereof to proceed with such action.

        Section 7.09.   Paying Agent; Authenticating Agent. The rights and
protections afforded to the Owner Trustee pursuant to this Article VII and
Sections 8.02, 10.02, and 10.03 shall also be afforded to the Paying Agent,
authenticating agent and Certificate Registrar.



                                      24
<PAGE>



                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

         Section 8.01.  Owner Trustee's Fees and Expenses. The parties hereto
acknowledge that, pursuant to the Administration Agreement, the Administrator
shall be required to pay to the Owner Trustee as compensation for its services
hereunder such fees as have been separately agreed upon before the date hereof
between the Administrator and the Owner Trustee, and the Administrator shall
reimburse the Owner Trustee for its other reasonable expenses hereunder,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may employ
in connection with the exercise and performance of its rights and its duties
hereunder and under the Basic Documents, except any such expense which may be
attributable to its willful misconduct, negligence or bad faith.

         Section 8.02.  Indemnification. The parties hereto acknowledge that,
pursuant to the Administration Agreement, the Administrator shall indemnify
the Owner Trustee and its employees, directors, officers, successors, assigns
and agents (collectively, the "Indemnified Parties") from and against, any and
all liabilities, losses, damages, taxes, claims, actions and suits, and any
and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may at any time be imposed on, incurred by, or asserted
against the Owner Trustee or any Indemnified Party in any way relating to or
arising out of this Agreement, the Basic Documents, the Trust Estate, the
administration of the Trust Estate or the action or inaction of the Owner
Trustee hereunder, except only that the Administrator shall not be liable for
or required to indemnify an Indemnified Party from and against Expenses
arising or resulting from (i) an Indemnified Party's bad faith, willful
misconduct or gross negligence, (ii) the inaccuracy of any representation or
warranty contained in Section 7.03 expressly made by the Owner Trustee, (iii)
liabilities arising from the failure of Wilmington Trust Company to perform
the obligations expressly undertaken by it in the last sentence of Section
6.04 or (iv) taxes, fees or other charges on, based on or measured by, any
fees, commissions or compensation received by the Owner Trustee. The
indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. In any
event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section, the Indemnified Party's choice of legal counsel
shall be subject to the approval of the Administrator, which approval shall
not be unreasonably withheld.

        Section 8.03.   Payments to the Owner Trustee. Any amounts paid
pursuant to this Article VIII, if not previously paid by the Servicer or the
Administrator, shall be payable solely in the priority set forth in Section
5.06(b) of the Sale and Servicing Agreement and shall be deemed not to be a
part of the Trust Estate immediately after such payment.



                                      25
<PAGE>



                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

         Section 9.01.  Termination of Trust Agreement.

               (a)    This Agreement (other than Section 5.05 and Article VIII)
         shall terminate and the Trust shall dissolve, wind up and terminate
         and be of no further force or effect upon the final distribution by
         the Trust of all moneys or other property or proceeds of the Trust
         Estate in accordance with the terms of the Indenture, the Sale and
         Servicing Agreement, Article V and the Statutory Trust Statute. The
         bankruptcy, liquidation, dissolution, death or incapacity of any
         Certificateholder shall not (i) operate to terminate this Agreement
         or the Trust, (ii) entitle such Certificateholder's legal
         representatives or heirs to claim an accounting or to take any
         action or proceeding in any court for a partition or winding up of
         all or any part of the Trust or Trust Estate or (iii) otherwise
         affect the rights, obligations and liabilities of the parties
         hereto.

               (b)    Except as provided in Section 9.01(a), neither the
         Depositor nor any Certificateholder shall be entitled to revoke or
         terminate the Trust.

               (c)    Notice of any termination of the Trust, specifying the
         Distribution Date upon which Certificateholders shall surrender
         their Certificates to the Paying Agent for payment of the final
         distribution and cancellation, shall be given by the Owner Trustee
         by letter to Certificateholders mailed within five Business Days of
         receipt of notice of such termination from the Servicer given
         pursuant to Section 9.01(b) of the Sale and Servicing Agreement,
         stating (i) the Distribution Date upon or with respect to which
         final payment of the Certificates shall be made upon presentation
         and surrender of the Certificates at the office of the Paying Agent
         therein designated, (ii) the amount of any such final payment and
         (iii) that the Record Date otherwise applicable to such Distribution
         Date is not applicable, payments being made only upon presentation
         and surrender of the Certificates at the office of the Paying Agent
         therein specified. The Owner Trustee shall give such notice to the
         Certificate Registrar (if other than the Owner Trustee) and the
         Paying Agent at the time such notice is given to Certificateholders.
         Upon presentation and surrender of the Certificates, the Paying
         Agent shall cause to be distributed to Certificateholders amounts
         distributable on such Distribution Date pursuant to Section 5.02.

                  In the event that all of the Certificateholders shall not
         surrender their Certificates for cancellation within six months after
         the date specified in the above mentioned written notice, the Owner
         Trustee shall give a second written notice to the remaining
         Certificateholders to surrender their Certificates for cancellation
         and receive the final distribution with respect thereto. If within
         one year after the second notice all the Certificates shall not have
         been surrendered for cancellation, the Owner Trustee may take
         appropriate steps, or may appoint an agent to take appropriate steps,
         to contact the remaining Certificateholders concerning surrender of
         their Certificates, and the cost thereof shall be paid out of the
         funds and other assets that shall remain subject to this



                                      26
<PAGE>



         Agreement.  Any funds remaining in the Trust after exhaustion of such
         remedies shall be distributed by the Owner Trustee to the Seller,
         subject to applicable escheat laws.

               (d)    Upon the winding up of the Trust in accordance with the
         Statutory Trust Statute (including, without limitation, the
         reasonable provision for payment of all obligations of the Trust in
         accordance with Section 3808(e) of the Statutory Trust Statute) and
         the written instructions of the Depositor, the Owner Trustee shall
         cause the Certificate of Trust to be cancelled by filing a
         certificate of cancellation with the Secretary of State in
         accordance with the provisions of Section 3810 of the Statutory
         Trust Statute. Thereupon the Trust and this Agreement (other than
         Article VIII) shall terminate.

                                  ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 10.01.  Eligibility Requirements for Owner Trustee. The
Owner Trustee shall at all times be a corporation satisfying the provisions
of Section 3807(a) of the Statutory Trust Statute; authorized to exercise
corporate trust powers; having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authorities; and having (or having a parent that has) time deposits that are
rated at least A-1 by Standard & Poor's and P-1 by Moody's, or which is
otherwise acceptable to each Rating Agency. If such corporation shall publish
reports of condition at least annually pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 10.02.

         Section 10.02.  Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Administrator, the Indenture
Trustee, the Certificateholders and the Rating Agencies. Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to
the successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Owner Trustee may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee;
provided, however, that such right to appoint or to petition for the
appointment of any successor shall in no event relieve the resigning Owner
Trustee from any obligations otherwise imposed on it under the Transaction
Documents until such successor has in fact assumed such appointment.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee shall be legally unable to act, or shall be



                                      27
<PAGE>



adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its
property shall be appointed, or any public officer shall take charge or
control of the Owner Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Administrator may remove
the Owner Trustee. If the Administrator shall remove the Owner Trustee under
the authority of the immediately preceding sentence, the Administrator shall
promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing
Owner Trustee so removed and one copy to the successor Owner Trustee, and
shall pay all fees owed to the outgoing Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Administrator shall provide (or shall
cause to be provided) notice of such resignation or removal of the Owner
Trustee to each Rating Agency.

         Section 10.03.  Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.01 or 10.02 shall execute, acknowledge and
deliver to the Administrator and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become
effective, and such successor Owner Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if
originally named as Owner Trustee. The predecessor Owner Trustee shall, upon
payment of its fees and expenses, deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Agreement; and the
Administrator and the predecessor Owner Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Owner Trustee all such
rights, powers, duties and obligations.

         No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner
Trustee shall be eligible pursuant to Section 10.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section, the Administrator shall mail (or shall cause to be mailed)
notice thereof to all Certificateholders, the Servicer, the Indenture Trustee,
the Noteholders and the Rating Agencies. If the Administrator shall fail to
mail (or shall cause to be mailed) such notice within 10 days after acceptance
of such appointment by the successor Owner Trustee, the successor Owner
Trustee shall cause such notice to be mailed at the expense of the
Administrator.

         Any successor Owner Trustee appointed pursuant to this Section 10.03
shall promptly file an amendment to the Certificate of Trust with the
Secretary of State identifying the name and principal place of business of
such successor Owner Trustee in the State of Delaware.

         Section 10.04.  Merger or Consolidation of Owner Trustee. Any Person
into which the Owner Trustee may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a



                                      28
<PAGE>


party, or any Person succeeding to all or substantially all of the corporate
trust business of the Owner Trustee, shall be the successor of the Owner
Trustee hereunder, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, that such Person shall be eligible
pursuant to Section 10.01; and provided further, that the Owner Trustee shall
mail notice of such merger or consolidation to each Rating Agency; and
provided further, that such successor Owner Trustee shall file an amendment to
the Certificate of Trust as described in Section 10.03.

         Section 10.05.  Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Estate or any Financed Vehicle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person, in such capacity,
such title to the Trust Estate or any part thereof and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and
trusts as the Administrator and the Owner Trustee may consider necessary or
desirable. If the Administrator shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, the Owner
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor Owner Trustee pursuant to Section 10.01 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

         Each separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and
conditions:

               (a)    All rights, powers, duties and obligations conferred or
         imposed upon the Owner Trustee shall be conferred upon and exercised
         or performed by the Owner Trustee and such separate trustee or
         co-trustee jointly (it being understood that such separate trustee
         or co-trustee is not authorized to act separately without the Owner
         Trustee joining in such act), except to the extent that under any
         law of any jurisdiction in which any particular act or acts are to
         be performed, the Owner Trustee shall be incompetent or unqualified
         to perform such act or acts, in which event such rights, powers,
         duties and obligations (including the holding of title to the Trust
         Estate or any portion thereof in any such jurisdiction) shall be
         exercised and performed singly by such separate trustee or
         co-trustee, but solely at the direction of the Owner Trustee;

               (b)    No trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under
         this Agreement; and

               (c)    The Administrator and the Owner Trustee acting jointly
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee.

               (d)    Any notice, request or other writing given to the Owner
         Trustee shall be deemed to have been given to each of the then
         separate trustees and co-trustees, as effectively as if given to
         each of them. Every instrument appointing any separate



                                      29
<PAGE>


         trustee or co-trustee shall refer to this Agreement and the conditions
         of this Article. Each separate trustee and co-trustee, upon its
         acceptance of the trusts conferred, shall be vested with the estates
         or property specified in its instrument of appointment, either jointly
         with the Owner Trustee or separately, as may be provided therein,
         subject to all the provisions of this Agreement, specifically
         including every provision of this Agreement relating to the conduct
         of, affecting the liability of, or affording protection to, the
         Owner Trustee. Each such instrument shall be filed with the Owner
         Trustee and a copy thereof given to the Administrator.

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.

                                  ARTICLE XI

                                 MISCELLANEOUS

         Section 11.01.  Supplements and Amendments. This Agreement may be
amended by the Depositor and the Owner Trustee, with prior written notice to
each Rating Agency and with the consent of a majority of the Percentage
Interests in the Certificates (which shall not be unreasonably withheld),
without the consent of any of the Noteholders, to cure any ambiguity, to
correct or supplement any provisions in this Agreement which are inconsistent
with the provisions of the Prospectus or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
in this Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholders; provided, however, that such action shall not, as
evidenced by the satisfaction of the Rating Agency Condition with respect to
such amendment, adversely affect in any material respect the interests of any
Noteholder.

         This Agreement may also be amended from time to time by the Depositor
(whose agreement to such an amendment shall not be unreasonably withheld) and
the Owner Trustee (acting in its discretion or at the direction of
Certificateholders evidencing not less than a majority of the Percentage
Interests in the Certificates), with prior written notice to each Rating
Agency, with the consent of the Holders (as defined in the Indenture) of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes and
the consent of the Holders of Certificates evidencing not less than a majority
of the Percentage Interests in the Certificates, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholders; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Receivables or distributions that shall
be required to be made for the benefit of the Noteholders or the
Certificateholders or (b) reduce the aforesaid percentage of the Outstanding
Amount of the



                                      30
<PAGE>


Notes and the aforesaid Percentage Interests in the Certificates required to
consent to any such amendment, without the consent of the Holders of all
then-outstanding Notes and Certificates.

         Any term or provision of this Agreement may be amended by the
Depositor (whose agreement to such an amendment shall not be unreasonably
withheld) and the Owner Trustee acting at the direction of Certificateholders
evidencing not less than a majority of the Percentage Interests, without the
consent of the Indenture Trustee, any Noteholder, the Issuer or any other
Person; provided, that such amendment shall not, as evidenced by an Opinion of
Counsel delivered to the Indenture Trustee and to that effect, materially and
adversely affect the interests of the Noteholders. An amendment shall be
deemed not to materially and adversely affect the interests of the Noteholders
and no Opinion of Counsel to that effect shall be required if the Rating
Agency Condition is satisfied with respect to such amendment.

         Any term or provision of this Agreement may be amended by the
Depositor (whose agreement to such an amendment shall not be unreasonably
withheld) and the Owner Trustee acting at the direction of Certificateholders
evidencing not less than a majority of the Percentage Interests, without the
consent of the Indenture Trustee, any Noteholder, the Issuer or any other
Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to enable the Transferor, the Seller, the Servicer or any
of their Affiliates to comply with or obtain more favorable treatment under
any law or regulation or any accounting rule or principle, it being a
condition to any such amendment that the Rating Agency Condition shall have
been satisfied.

         Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each
Rating Agency.

         It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents
(and any other consents of Certificateholders or Noteholders provided for in
this Agreement or in any other Basic Document) and of evidencing the
authorization of the execution thereof by Certificateholders or Noteholders
shall be subject to such reasonable requirements as the Owner Trustee may
prescribe.

         Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

         Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent
(if any) to such amendment specified in this Agreement have been met. The
Owner Trustee may, but shall not be obligated to, enter into any such
amendment that affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

         Section 11.02.  No Legal Title to Trust Estate in Certificateholders.
Neither the Depositor nor the Certificateholders shall have legal title to any
part of the Trust Estate. The



                                      31
<PAGE>


Certificateholders shall be entitled to receive distributions with respect to
their undivided beneficial interest therein only in accordance with Articles V
and IX. No transfer, by operation of law or otherwise, of any right, title or
interest of the Certificateholders to and in their ownership interest in the
Trust Estate shall operate to terminate this Agreement or the trusts hereunder
or entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Trust Estate.

         Section 11.03.  Limitations on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Owner Trustee, the Depositor,
the Certificateholders, the Administrator and, to the extent expressly
provided herein, the Indenture Trustee and the Noteholders, and nothing in
this Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Trust Estate
or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

         Section 11.04.  Notices.

               (a)    Unless otherwise expressly specified or permitted by the
         terms hereof, all notices shall be in writing and shall be deemed
         given upon receipt by the intended recipient or three Business Days
         after mailing if mailed by certified mail, postage prepaid (except
         that notice to the Owner Trustee shall be deemed given only upon
         actual receipt by the Owner Trustee), if to the Owner Trustee,
         addressed to the Corporate Trust Office; if to the Depositor,
         addressed to Citigroup Vehicle Securities Inc., 390 Greenwich
         Street, New York, NY 10013; or, as to each party, at such other
         address as shall be designated by such party in a written notice to
         each other party. A copy of any such notice shall also be mailed to
         the Administrator, addressed to Fifth Third Bank, 38 Fountain Square
         Plaza, Cincinnati, Ohio 45263, Attention: Chris Marshall (MD
         1090QA).

               (b)    Any notice required or permitted to be given to a
         Certificateholder shall be given by first-class mail, postage
         prepaid, at the address of such Certificateholder as shown in the
         Certificate Register. Any notice so mailed within the time
         prescribed in this Agreement shall be conclusively presumed to have
         been duly given, whether or not such Certificateholder receives such
         notice.

         Section 11.05.  Severability. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

         Section 11.06.  Separate Counterparts. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

         Section 11.07.  Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of
the Depositor and its permitted assignees, the Owner Trustee and its
successors and each Certificateholder and its successors and



                                      32
<PAGE>


permitted assigns, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by a Certificateholder shall
bind the successors and assigns of such Certificateholder.

         Section 11.08.  [Reserved].

         Section 11.09.  No Petition. Notwithstanding any prior termination of
this Agreement, the Depositor and the Owner Trustee (in its individual
capacity and as owner trustee), by entering into this Agreement, each
Certificateholder, by accepting a Certificate, and the Indenture Trustee and
each Noteholder, by accepting the benefits of this Agreement, hereby covenant
and agree that they shall not, prior to the date that is one year and one day
after payment in full of all obligations under each Financing with respect to
each Bankruptcy Remote Party, acquiesce, petition or otherwise invoke or cause
any Bankruptcy Remote Party to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against such
Bankruptcy Remote Party under any federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of such Bankruptcy Remote
Party or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of such Bankruptcy Remote Party.

         Section 11.10.  No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificate represents a beneficial
interest in the Trust only and does not represent an interest in or an
obligation of the Transferor, the Seller, the Depositor, the Servicer, the
Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate
thereof and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated in this Agreement, the
Certificates or the Basic Documents.

         Section 11.11.  Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         Section 11.12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 11.13.  Acceptance of Terms of Agreement. The receipt and
acceptance of a Certificate by a Certificateholder, without any signature or
further manifestation of assent, shall constitute the unconditional acceptance
by the Certificateholder of all the terms and provisions of this Agreement,
and shall constitute the agreement of the Trust that the terms and provisions
of this Agreement shall be binding, operative and effective as between the
Trust and the Certificateholder.




                                      33
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.

                            CITIGROUP VEHICLE SECURITIES INC.,
                              as Depositor



                            By:    /s/ Steven Vierengel
                                  --------------------------------------------
                                  Name:  Steven Vierengel
                                  Title: Assistant Vice President

                            WILMINGTON TRUST COMPANY,
                              in its individual capacity and as Owner Trustee



                            By:    /s/ Joann A. Rozell
                                  --------------------------------------------
                                  Name:  Joann A. Rozell
                                  Title: Financial Services Officer




                                      34
<PAGE>



                                                                    EXHIBIT A


                              FORM OF CERTIFICATE

THIS CERTIFICATE IS SUBORDINATE TO THE NOTES, AS SET FORTH IN THE SALE AND
SERVICING AGREEMENT AND THE INDENTURE.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES OR BLUE SKY
LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS
ACCEPTANCE OF THIS CERTIFICATE THE HOLDER HEREOF, UNLESS SUCH HOLDER IS THE
DEPOSITOR OR AN AFFILIATE THEREOF, IS DEEMED TO REPRESENT TO THE DEPOSITOR,
THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR (i) THAT IT IS AN
INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR") AND THAT IT IS ACQUIRING THIS CERTIFICATE
FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR
AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, THE PUBLIC
DISTRIBUTION HEREOF OR (ii) THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE 1933 ACT AND IS ACQUIRING SUCH CERTIFICATE FOR
ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT
FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE BY ANY
PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE
DEPOSITOR, ONE OF THE BANKS OR THE SELLER, (ii) SUCH SALE, PLEDGE OR OTHER
TRANSFER IS MADE TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT EXECUTES A
CERTIFICATE TO THE EFFECT THAT IT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE INSTITUTIONAL ACCREDITED
INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY), (iii)
SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE
PROSPECTIVE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT
(AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS
(WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN
THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION
EXEMPT



                                     A-1

<PAGE>


FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, IN WHICH CASE (A) THE
OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE
PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE, THE CERTIFICATE
REGISTRAR, THE ADMINISTRATOR AND THE DEPOSITOR IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR, AND (B) THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF
COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, ANY AFFILIATE OF
THE DEPOSITOR, THE OWNER TRUSTEE, THE SELLER, THE TRANSFEROR OR THE
CERTIFICATE REGISTRAR) SATISFACTORY TO THE DEPOSITOR, THE OWNER TRUSTEE AND
THE CERTIFICATE REGISTRAR TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE
THE 1933 ACT.

EACH CERTIFICATEHOLDER, BY ITS ACCEPTANCE OF THIS CERTIFICATE, COVENANTS AND
AGREES THAT SUCH CERTIFICATEHOLDER SHALL NOT, PRIOR TO THE DATE THAT IS ONE
YEAR AND ONE DAY AFTER PAYMENT IN FULL OF ALL OBLIGATIONS UNDER EACH FINANCING
WITH RESPECT TO EACH BANKRUPTCY REMOTE PARTY, ACQUIESCE, PETITION OR OTHERWISE
INVOKE OR CAUSE ANY BANKRUPTCY REMOTE PARTY TO INVOKE THE PROCESS OF ANY COURT
OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE
AGAINST SUCH BANKRUPTCY REMOTE PARTY UNDER ANY FEDERAL OR STATE BANKRUPTCY,
INSOLVENCY OR SIMILAR LAW, OR APPOINTING A RECEIVER, LIQUIDATOR, ASSIGNEE,
TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF SUCH BANKRUPTCY
REMOTE PARTY OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING
UP OR LIQUIDATION OF THE AFFAIRS OF SUCH BANKRUPTCY REMOTE PARTY.

NO TRANSFER OF A CERTIFICATE SHALL BE MADE TO ANY PERSON UNLESS THE DEPOSITOR,
THE OWNER TRUSTEE AND THE CERTIFICATE REGISTRAR HAVE RECEIVED (A) A
CERTIFICATE FROM SUCH PERSON TO THE EFFECT THAT SUCH PERSON IS NOT, AND IS NOT
ACTING ON BEHALF OF, (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"))
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED
IN SECTION 4975(e)(1) OF THE CODE OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS
INCLUDE PLAN ASSETS OF THE FOREGOING (EACH, A "BENEFIT PLAN"), OR (B) AN
OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE, THE CERTIFICATE
REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT THE PURCHASE AND HOLDING OF
SUCH CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
OWNER TRUSTEE, THE INDENTURE TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION IN
ADDITION TO THOSE UNDERTAKEN IN THE BASIC DOCUMENTS.


                                     A-2


<PAGE>



THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY GOVERNMENTAL AGENCY.



                                     A-3

<PAGE>


NUMBER R-                       PERCENTAGE INTEREST:                   [___]%


                         FIFTH THIRD AUTO TRUST 2004-A

                           ASSET BACKED CERTIFICATE

evidencing a fractional undivided beneficial ownership interest in the assets
of the Trust, as defined below, the property of which consists of Receivables
and certain other assets transferred to the Trust by the Depositor or
otherwise owned by the Trust.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF
CITIGROUP VEHICLE SECURITIES INC., FIFTH THIRD AUTO FUNDING LLC, FIFTH THIRD
BANK, AN OHIO BANKING CORPORATION, FIFTH THIRD BANK, A MICHIGAN BANKING
CORPORATION, WILMINGTON TRUST COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES.

         THIS CERTIFIES THAT [_______________] is the registered owner of a
[____________] PERCENT nonassessable, fully paid, undivided percentage
beneficial ownership interest in FIFTH THIRD AUTO TRUST 2004-A, a Delaware
statutory trust (the "Trust"), formed by CITIGROUP VEHICLE SECURITIES INC., a
Delaware corporation (the "Depositor").

         The Trust was created pursuant to a Trust Agreement dated as of May
28, 2004 (as amended and restated as of June 1, 2004, and as further amended
or supplemented from time to time, the "Trust Agreement"), between the
Depositor and Wilmington Trust Company, as owner trustee (in such capacity,
the "Owner Trustee"), a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the Trust
Agreement or the Sale and Servicing Agreement dated as of June 1, 2004 (as
amended and supplemented from time to time, the "Sale and Servicing
Agreement"), among the Trust, the Depositor, Fifth Third Auto Funding LLC, as
Seller, Fifth Third Bank, an Ohio banking corporation, as Servicer, Custodian
and Administrator and The Bank of New York, as Indenture Trustee, as
applicable.

         This Certificate is one of the duly authorized Certificates
designated as "Asset Backed Certificates" (herein called the "Certificates").
Also issued under an Indenture dated as of June 1, 2004 (the "Indenture"),
between the Trust and The Bank of New York, as indenture trustee, are the five
classes of Notes designated as "1.3975% Asset Backed Notes, Class A-1," "2.42%
Asset Backed Notes, Class A-2," "3.19% Asset Backed Notes, Class A-3" and
"3.70% Asset Backed Notes, Class A-4" (collectively, the "Class A Notes") and
"3.61% Asset Backed Notes, Class B" (the "Class B Notes" and together with the
Class A Notes, the "Notes").

         This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of its acceptance hereof assents and by
which such Certificateholder is bound. The provisions and conditions of the
Trust Agreement are hereby incorporated by reference as though set forth in
their entirety herein. The rights of the Certificateholders are subordinate to
the rights of the Noteholders, as set forth in the Sale and Servicing
Agreement and the Indenture.



                                     A-4


<PAGE>


         Under the Trust Agreement, there will be distributed on the 20th day
of each month or, if such 20th day is not a Business Day, the next Business
Day (each, a "Distribution Date"), commencing on July 20, 2004, to the Person
in whose name this Certificate is registered on the last day of the
immediately preceding month (the "Record Date"), such Certificateholder's
fractional undivided interest in the amount to be distributed to
Certificateholders on such Distribution Date.

         The Holder of this Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Certificate are subordinate
to the rights of the Noteholders as described in the Sale and Servicing
Agreement and the Indenture.

         It is the intent of the Depositor and the Certificateholders that,
solely for income and franchise tax purposes: (1) if there is one beneficial
owner in respect of the Certificates, the Trust shall be treated as a
disregarded entity, and (2) if there is more than one beneficial owner in
respect of the Certificates, the Trust shall be treated as a partnership for
income and franchise tax purposes, with the assets of the partnership being
the Receivables and other assets held by the Trust, the partners of the
partnership being the Certificateholders, and the Notes being debt of the
partnership. A Certificateholder, by its acceptance of a Certificate, agrees
to treat, and to take no action inconsistent with such treatment of the Trust.

         A Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder will not, prior to the date that is one
year and one day after payment in full of all obligations under each Financing
with respect to each Bankruptcy Remote Party, acquiesce, petition or otherwise
invoke or cause any Bankruptcy Remote Party to invoke the process of any court
or government authority for the purpose of commencing or sustaining a case
against such Bankruptcy Remote Party under any federal or state bankruptcy,
insolvency or similar law, or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of such Bankruptcy
Remote Party or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of such Bankruptcy Remote Party.

         Distributions on this Certificate will be made as provided in the
Trust Agreement by the Owner Trustee or the Paying Agent by wire transfer or
check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the office or agency designated for that purpose by the Owner Trustee in the
Borough of Manhattan, The City of New York.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee or the authenticating
agent, by manual signature, this Certificate shall not entitle the Holder
hereof to any benefit under the Trust Agreement or the Sale and Servicing
Agreement or be valid for any purpose.

         THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND


                                     A-5



<PAGE>


REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

         The Certificates may not be acquired by, or on behalf of, (a) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1)
of the Code or (c) any entity whose underlying assets include plan assets of
the foregoing (each, a "Benefit Plan") unless an opinion of counsel, as
described in the Trust Agreement, is delivered to the Owner Trustee. By
accepting and holding this Certificate, the Holder hereof shall be deemed to
have represented and warranted that it is not a Benefit Plan.



                                     A-6


<PAGE>


         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Certificate to be duly executed.

                             FIFTH THIRD AUTO TRUST 2004-A



                             By:   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely
                                   as Owner Trustee



Dated:                       By:
                                   ------------------------------------------
                                   Authorized Signatory

                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust
Agreement.

Dated:

WILMINGTON TRUST COMPANY,               WILMINGTON TRUST COMPANY,
as Owner Trustee                 or     as Owner Trustee

                                        By:   The Bank of New York, as
                                              Authenticating Agent
By:                                     By:
   ----------------------------             ---------------------------------
   Authorizing Agent                        Authorizing Agent



                                     A-7

<PAGE>


                                  ASSIGNMENT

        FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
        unto

        PLEASE INSERT SOCIAL SECURITY OR
        OTHER IDENTIFYING NUMBER OF ASSIGNEE




        ----------------------------------------------------------------------
        (Please print or type name and address, including postal zip code, of
        assignee)


        the within Certificate, and all rights thereunder, and hereby

        irrevocably constitutes and appoints ____________, attorney, to

        transfer said Certificate on the books of the Certificate Registrar,

        with full power of substitution in the premises.

        Dated:


                                                                        */
                                        --------------------------------
                                                Signature Guaranteed:

                                                                        */
                                        --------------------------------


        --------------
        */      NOTICE: The signature to this assignment must correspond
                with the name of the registered owner as it appears on
                the face of the within Certificate in every particular,
                without alteration, enlargement or any change whatever.
                Such signature must be guaranteed by an "eligible
                guarantor institution" meeting the requirements of the
                Certificate Registrar, which requirements include
                membership or participation in STAMP or such other
                "signature guarantee program" as may be determined by
                the Certificate Registrar in addition to, or in
                substitution for, STAMP, all in accordance with the
                Securities Exchange Act of 1934, as amended.


                                     A-8

<PAGE>


                                                                    EXHIBIT B


         FORM OF CERTIFICATE OF TRUST OF FIFTH THIRD AUTO TRUST 2004-A

        This CERTIFICATE OF TRUST of FIFTH THIRD AUTO TRUST 2004-A (the

"Trust") is being duly executed and filed by Wilmington Trust Company, a

Delaware banking corporation, as owner trustee, to form a statutory trust

under the Delaware Statutory Trust Act (12 Del. Code, ss. 3801 et seq.).


        1.      Name. The name of the statutory trust formed hereby is THIRD

AUTO TRUST 2004-A.


        2.      Delaware Trustee. The name and business address of the

trustee of the Trust in the State of Delaware is Wilmington Trust Company,

Rodney Square North, 1100 North Market Street, Wilmington, Delaware

19890-0001, Attention: Corporate Trust Administration.


        3. Effective Date. This Certificate of Trust shall be effective upon

filing with the Secretary of State.


        IN WITNESS WHEREOF, the undersigned, being the sole trustee of the

Trust, has executed this Certificate of Trust as of the date first above

written.

                              WILMINGTON TRUST COMPANY,
                              as owner trustee



                              By:
                                  -------------------------------------------
                                    Name:
                                    Title:



                                     B-1

<PAGE>


                                                                     EXHIBIT C



                        FORM OF TRANSFEROR CERTIFICATE

                                    [DATE]

Citigroup Vehicle Securities Inc.
390 Greenwich Street
New York, New York  10013

Fifth Third Bank, an Ohio banking corporation
38 Fountain Square Plaza
Cincinnati, Ohio  45263

Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

         Re:      Fifth Third Auto Trust 2004-A

Ladies and Gentlemen:

         In connection with our disposition of the above-referenced Asset
Backed Certificates (the "Certificates") we certify that (a) we understand
that the Certificates have not been registered under the Securities Act of
1933, as amended (the "Act"), and are being transferred by us in a transaction
that is exempt from the registration requirements of the Act and (b) we have
not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act.

                                      Very truly yours,

                                      [NAME OF TRANSFEROR]



                                      By:
                                         -------------------------------------
                                                Authorized Officer


                                     C-1


<PAGE>


                                                                     EXHIBIT D



                           FORM OF INVESTMENT LETTER

Citigroup Vehicle Securities Inc.
390 Greenwich Street
New York, New York  10013

Fifth Third Bank, an Ohio banking corporation
38 Fountain Square Plaza
Cincinnati, Ohio  45263

Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

Ladies and Gentlemen:

         In connection with our proposed purchase of a ____% percentage
interest in the Asset Backed Certificates (the "Certificates") of Fifth Third
Auto Trust 2004-A (the "Issuer"), we confirm that:

                  1. We understand that the Certificates have not been
         registered under the Securities Act of 1933, as amended (the "1933
         Act"), and may not be sold except as permitted in the following
         sentence. We understand and agree, on our own behalf and on behalf of
         any accounts for which we are acting as hereinafter stated, (x) that
         such Certificates are being offered only in a transaction not
         involving any public offering within the meaning of the 1933 Act and
         (y) that such Certificates may be resold, pledged or transferred only
         (i) to the Depositor, the Seller or one of the Banks, (ii) to an
         institutional investor that is an "accredited investor" as defined in
         Rule 501(a)(1),(2),(3) or (7) (an "Institutional Accredited
         Investor") under the 1933 Act acting for its own account (and not for
         the account of others) or as a fiduciary or agent for others (which
         others also are Institutional Accredited Investors unless the holder
         is a bank acting in its fiduciary capacity) that executes a
         certificate substantially in the form hereof, (iii) so long as such
         Certificate is eligible for resale pursuant to Rule 144A under the
         1933 Act ("Rule 144A"), to a person whom we reasonably believe after
         due inquiry is a "qualified institutional buyer" as defined in Rule
         144A, acting for its own account (and not for the account of others)
         or as a fiduciary or agent for others (which others also are
         "qualified institutional buyers") to whom notice is given that the
         resale, pledge or transfer is being made in reliance on Rule 144A or
         (iv) in a sale, pledge or other transfer made in a transaction
         otherwise exempt from the registration requirements of the 1933 Act,
         in which case the Owner Trustee shall require that both the
         prospective transferor and the prospective transferee certify to the
         Owner Trustee, the Administrator and the Depositor



                                     D-1



<PAGE>



         in writing the facts surrounding such transfer, which certification
         shall be in form and substance satisfactory to the Owner Trustee,
         the Administrator and the Depositor. Except in the case of a
         transfer described in clauses (i) or (iii) above, the Owner Trustee
         shall require a written opinion of counsel (which will not be at the
         expense of the Depositor, any affiliate of the Depositor, the
         Administrator or the Owner Trustee) satisfactory to the Depositor,
         the Administrator and the Owner Trustee be delivered to the
         Depositor, the Administrator and the Owner Trustee to the effect
         that such transfer will not violate the 1933 Act, in each case in
         accordance with any applicable securities laws of any state of the
         United States. We will notify any purchaser of the Certificates from
         us of the above resale restrictions, if then applicable. We further
         understand that in connection with any transfer of the Certificates
         by us that the Depositor, the Administrator and the Owner Trustee
         may request, and if so requested we will furnish such certificates
         and other information as they may reasonably require to confirm that
         any such transfer complies with the foregoing restrictions.

                  2. [CHECK ONE]

/ /      (a) We are an institutional investor that is an "accredited investor"
         as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the
         1933 Act (an "Institutional Accredited Investor") acting for our own
         account (and not for the account of others) or as a fiduciary or
         agent for others (which others also are Institutional Accredited
         Investors unless we are a bank acting in its fiduciary capacity). We
         have such knowledge and experience in financial and business matters
         as to be capable of evaluating the merits and risks of our investment
         in the Certificates, and we and any accounts for which we are acting
         are each able to bear the economic risk of our or their investment
         for an indefinite period of time. We are acquiring the Certificates
         for investment and not with a view to, or for offer and sale in
         connection with, a public distribution.

/ /      (b) We are a "qualified institutional buyer" as defined under Rule
         144A under the 1933 Act and are acquiring the Certificates for our
         own account (and not for the account of others) or as a fiduciary or
         agent for others (which others also are "qualified institutional
         buyers"). We are familiar with Rule 144A under the 1933 Act and are
         aware that the seller of the Certificates and other parties intend to
         rely on the statements made herein and the exemption from the
         registration requirements of the 1933 Act provided by Rule 144A.

                  3. We are not, and are not acting on behalf of, (i) an
         employee benefit plan (as defined in Section 3(3) of the Employee
         Retirement Income Security Act of 1974, as amended ("ERISA")) that is
         subject to the provisions of Title I of ERISA, (ii) a plan described
         in Section 4975(e)(1) of the Code or (iii) any entity whose
         underlying assets include plan assets of the foregoing (each, a
         "Benefit Plan"). We hereby acknowledge that no transfer of any
         Certificate shall be permitted to be made to any person unless the
         Owner Trustee has received (i) a certificate from such transferee to
         the effect of the preceding sentence, or (ii) an opinion of counsel
         satisfactory to the Owner Trustee, the Certificate Registrar and the
         Depositor to the effect that the purchase and holding of any such
         Certificate will not constitute or result in a non-exempt prohibited
         transaction under ERISA or Section 4975 of the Code and will not
         subject the Owner Trustee, the Indenture


                                     D-2



<PAGE>



         Trustee or the Depositor to any obligation in addition to those
         undertaken in the Basic Documents with respect to the Certificates
         (provided, however, that the Owner Trustee will not require such
         certificate or opinion in the event that, as a result of change of
         law or otherwise, counsel satisfactory to the Owner Trustee has
         rendered an opinion to the effect that the purchase and holding of
         any such Certificate by a Benefit Plan or a Person that is
         purchasing or holding any such Certificate with the assets of a
         Benefit Plan will not constitute or result in a non-exempt
         prohibited transaction under ERISA or Section 4975 of the Code).

                  4. We are a Person who is either (A)(1) a citizen or
         individual resident of the United States, (2) a corporation,
         partnership or other entity organized in or under the laws of the
         United States, any state thereof or the District of Columbia or (3) a
         Person not described in (A)(1) or (2) whose ownership of the
         Certificates is effectively connected with such Person's conduct of a
         trade or business within the United States (within the meaning of the
         Code) and its ownership of any interest in a Certificate will not
         result in any withholding obligation with respect to any payments
         with respect to the Certificates by any Person (other than
         withholding, if any, under Section 1446 of the Code) or (B) an estate
         the income of which is includible in gross income for federal income
         tax purposes regardless of source or a trust if (1) the court within
         the United States is able to exercise primary supervision of the
         administration of such trust and one or more United States persons
         have the authority to control all substantial decisions of the Issuer
         or (2) such trust was in existence on August 20, 1996 and properly
         elected to continue to be treated as a United States person. We agree
         to provide a certification of non-foreign status signed under penalty
         of perjury and, alternatively, that if we are a Person described in
         clause (A)(3) above, we will furnish to the transferor and the Owner
         Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI
         upon the expiration or obsolescence of any previously delivered form
         (and such other certifications, representations or Opinions of
         Counsel as may be requested by the transferor and the Owner Trustee).

                  5. We understand that the Depositor, the Administrator, the
         Seller, the Owner Trustee, the Issuer, Citigroup Global Markets Inc.
         and others will rely upon the truth and accuracy of the foregoing
         acknowledgments, representations and agreements, and we agree that if
         any of the acknowledgments, representations and warranties deemed to
         have been made by us by our purchase of the Certificates, for our own
         account or for one or more accounts as to each of which we exercise
         sole investment discretion, are no longer accurate, we shall promptly
         notify the Depositor, the Owner Trustee and Citigroup Global Markets
         Inc.

                  6. You are entitled to rely upon this letter and you are
         irrevocably authorized to produce this letter or a copy hereof to any
         interested party in any administrative or legal proceeding or
         official inquiry with respect to the matters covered hereby.



                                     D-3


<PAGE>


                              Very truly yours,

                              [NAME OF PURCHASER]



                              By:
                                    -----------------------------------------
                                    Name:
                                    Title:

                              Date:
                                    -----------------------------------------


                                     D-4